What She Didn't Study For
by Ash M. Knight
Summary: Emma is about to fail out of school, so Regina, her tutor, tries to help her pass, even though Emma is reluctant to study. Rated M for later chapters. SwanQueen.
1. Chapter 1: What She Didn't Study For

"I hate history," Emma groaned. "I don't care about the fucking revolutionary war! Why do I have to learn this?"

"Because you're going to fail out of college if you don't!" her tutor retorted, slapping the notebook down on the desk. "Now focus before I get up and leave!"

Emma rolled her eyes and picked up her pencil again.

"Alright, alright. Whatever you say, _Miss Mills._"

"Oh, shut up. You're such a smartass."

"You love it," Emma replied, grinning.

"No. I think you're an impertinent little bastard, actually."

Emma bit her lip and didn't know what to say, realizing her light hearted joke had backfired. She hadn't expected the backlash to be quite so severe, but obviously, her tutor was uninterested in having a laugh. Nope. Unfortunately for Emma, she was all business.

"Can we take a break?" Emma whined, putting the pencil down again.

"No, Emma! You've taken three breaks since we started an hour ago. You need to sit still."

"I didn't take my pills."

"Oh, my God! You're fucking unbelievable!" Regina cried, throwing the notebook on the floor and standing up. "I'm leaving. Call me when you seriously want to study."

She let the door slam behind her.

Emma tried to concentrate, but sleep won out, and she passed out with her face in her textbook.

When she woke up the next morning, the sunlight was streaming onto the face. When her eyes fluttered open, she squinted and groaned.

"Ughhh. Fucking seriously? It's too early for this bullshit."

But just as she was about to climb into her bed, the alarm on her phone went off.

"Oh, fuck no."

She nearly smashed the cellphone, but slid her finger over the screen to silence the noise instead. She sat back down at the desk and rested her head on top of the book once more, but more alarms followed, five minutes between each. After about four more of them, she finally cursed and stood up, pulling her jeans off - which she had not changed out of the night before. She slid on a clean pair and put on a new T-shirt - something loose so she'd be comfortable enough to sleep through class - and stepped into her Converse.

"Here we go, world. Time to make you my bitch."

She checked her phone and noticed the new text message waiting for her.

'**Don't forget you have an exam in history today. I hope you're ready. You should have studied. - Mills'**

"SHIT!" she screamed.

She thought about typing a sarcastic response, but realized the girl was right. She _should _have studied. But, she got at least a few hours of sleep, and which she didn't regret. She skipped breakfast, instead electing to grab a granola bar for a snack later on. She usually didn't eat lunch either, mostly because she'd rather be napping than sitting in the dining hall. Her afternoon nap between classes, she reasoned, was the only thing keeping her sane. On the other hand, most of her classes were also considered fair game for nap time.

When she sat down in her first period class - English writing - she instantly pulled out her history notes and looked down at them.

"Fuck," she mumbled, staring down at the pages scattered across her desk.

Suddenly, the letters all seemed to twist and blur together and became unintelligible markings. She felt her eyes glazing over and her head spinning.

"So fucked."

"What was that, Miss Swan?" her professor asked, wandering over to her desk and looking down at her.

"I said... so... lucky!" she tried desperately. "Lucky to be in this class with such a great teacher."

When he noticed that her notes were for a class other than his own, he simply said, "Get out, Emma. I don't know why you bother showing up. You're going to fail my class either way."

She sighed, gathered her notebooks, and quietly left the class. In the hallway, she sat on the floor and slapped one of her notebooks against her forehead, leaning back against the wall as she covered her face.

"Emma?" a voice asked.

Emma instantly dropped the notebook and looked up in surprise.

"Oh... Hi, Ruby."

"You okay? You look... Well..."

"Yeah, I know. Professor Taylor just kicked me out of his class and I'm about to go fail my history exam with Professor Dawson."

"Shit."

"Yeah... I know..."

The brunette sat down next to her, taking Emma's hand in her own.

"It'll be okay, love. You're gonna do fine."

"You're so full of shit, Ruby," Emma laughed, shaking her head, causing her blonde locks of hair to bounce around her shoulders.

"I know," Ruby replied, laughing too. "You're totally going to bomb this, aren't you?"

"Pretty much."

The look on Ruby's face grew serious and she glanced over at her friend.

"I'm sorry, Emma," she sighed. She paused and then continued with, "You're going to fail out, aren't you?"

Emma nodded weakly.

"They're going to put me on academic probation after this semester, and if I don't get at least C's next semester, they'll kick me out."

"You still have a chance, then!" Ruby cried enthusiastically.

"You know I can't do this."

"That's bullshit. I know that you CAN. I just know you don't want to."

"I do, though," Emma protested, hanging her head in her hands. "I just can't."

"Emma, let's be honest. And I'm saying this as your friend, but you're just fucking lazy. You don't try. You don't even take your pills."

"They make my mouth dry."

"You're being stupid," Ruby said, kicking Emma's backpack.

Emma sighed but didn't say anything.

"Hey, aren't you getting tutored from that really hot bitch from last year's math class?"

Emma nodded and grinned.

"Totally."

Ruby rolled her eyes.

"You blew it off, didn't you?"

Emma nodded again.

"Mother fucker, Emma! Seriously!"

Sighing, Emma said, "I know, Ruby. I know. I'm trying."

"You are not."

Ruby stood up and grabbed her own bag, throwing it over her shoulder.

"I love you, babe, but get your shit together. If this chick is seriously trying to help you, you need to take advantage of that."

"Oh, I'd love to take advantage of her," Emma said, her mood brightening.

"Stop fucking around."

"Alright!" Emma yelled, kicking her own bag across the hallway. "I'll try. I'll take the stupid fucking pills and let her tutor me. I'll try, okay?"

"Good," Ruby said triumphantly, leaning over and planting a gentle kiss on her friend's forehead. "I'll see you around."

"Yeah," Emma said weakly, with a sigh.

So for during the 25 minutes before her next class, she actually studied.


	2. Chapter 2: The Exam

Sitting down in her seat, she felt her hands shaking.

"Oh, Jesus, let me pass this. _Please _let me pass this," she prayed, wringing her hands anxiously.

Just as she was about to pull out her pencil, she felt her phone buzz in her pocket.

'**Good luck, Emma. - Mills'**

She smiled a little, grateful that her tutor wasn't angry with her - or at least that she didn't seem that way. Thinking back on it, she knew she'd definitely been a jerk the night before. What a waste of the poor girl's time. She felt badly about it, but there was nothing she could do now. Swallowing most of her fear, Emma pulled her pencil out of her bag. She took one last look at her notes as her professor walked around handing out the test, then shoved them roughly into her backpack.

"Alright," she said to herself. "Here we go."

She was surprised to find that a few of the questions weren't actually that hard. In fact, they'd been in the notes she'd been studying for the past 25 minutes. Most of them, though, were about things she couldn't even remember learning in the first place. Still, she was glad to know the answers to some of them. When the test was over, she gathered her things and left the classroom. On her way to the dining hall for dinner, she stopped at her English's professor's office.

"Professor Taylor?" she asked shyly, quietly knocking on the door.

"Yes, Emma," the professor said tiredly, taking off his glasses and rubbing his temples.

"I want to pass your class."

"That's funny. I never would have known."

"Please, Professor. I need this."

"I know you do, Emma," he informed her. "But you have to work a lot harder than you have been to get it."

"I will," she told him. "I'll do anything I have to. Just tell me how to pass."

"I want you to re-write that last paper. And I want it turned in tomorrow."

"T-Tomorrow?" Emma gaped.

"You heard me. I'm giving you one chance, and if you blow it, you _will _fail my class. Do you understand?"

"Yes, Sir."

"Good. Now go, before I change my mind."

"Thank you professor," she said. "Thank you so much."

She left the office in a hurry, nearly forgetting her bag on the chair beside the door. When she reached the dining hall, she put her bag in a locker, pocketing the key, and went inside to meet her friends. Four of them sat at a round table near the back of the dining hall. Once Emma found them, she dropped off her coat on one of the chairs and went to find food. On her way to the salad bar, she nearly ran right into a tall, gorgeous brunette.

"Oh, Jesus," Emma gasped, nearly spilling her drink all over the girl. "Fuck. I'm sorry. I... Oh! Hey, Regina."

"Hey, Emma," the girl sighed, pushing a hand through her hair. "How'd it go?"

"Actually, I studied for real between classes. Um... after professor Taylor kicked me out of his."

"He what?" Regina gasped, staring at her.

"I had my history notes out, so he told me to leave."

"You were trying to study?"

"Yeah! And I did, once I was in the hallway. And I even knew a few of the questions on the exam. I think I still failed though. But I know I did way better than last time, at least."

"Emma, that's... That's actually really good."

Emma, feeling validated, smiled at her but stood awkwardly, not saying anything else until she couldn't stand the silence anymore.

"Do you think maybe you could stop by my room later to help me with my paper for Professor Taylor? He told me if I re-wrote it well, I could pass his class."

"Seriously?" the brunette gaped. "Wow. You are one lucky girl. He never does that."

"I know. But I've really got to nail this one, or I'm fucked. Can you help?"

It took her a minute to reply, unsure of her answer, but she said, "Sure. I'll be over at six."

"Um... do you want to have dinner with us? We're sitting right over there."

Emma pointed to their table and looked back at her tutor.

"No, that's okay. I'm here with some friends," she told Emma. "I'll see you in about an hour, though, okay?"

Emma nodded and turned to leave, but Regina grabbed her shoulder.

"Hey... Listen..." she started. "I'm proud of you for studying at least that much. I know it's really hard for you."

"Thanks!" Emma said happily, beaming at her.

Emma spent the next 45 minutes with her friends, conversing about anything and everything except school, until she looked down at her watch.

"Shit, guys," she said. "I gotta go. I'm supposed to meet my tutor at 6."

She grabbed her stuff without waiting for them to say goodbye and hurried out of the dining hall. Back at her room, she threw open the door and quickly tidied up, making the bed and throwing all of her books - except the ones she needed for the paper - back on the shelf. Her young tutor had already seen the mess the previous night, but Emma suddenly felt compelled to clean. Just as she was finishing up and tucking her chair under her desk, she heard a knock at the door.

"It's me," a voice called out.

Emma hurried over to the door, nearly tripping over the leg of her desk chair, and pulled the door open.

"Hey," she said, he face flushed.

"It looks good in here," Regina commented, almost looking surprised.

"Thanks," Emma mumbled.

She turned and pulled out one of the chairs, gesturing for the girl to sit down.

"Listen," Emma started, pulling out her own seat and sitting down next to her. "I'm really sorry I've been such a jerk to you. I know you're just trying to help me. This is just really hard for me. I'm just no good at school. I'm great at sleeping though."

Regina laughed.

"I know you are. I bet you passed out in your books last night."

Emma blushed.

"How'd you know? Spying on me, Miss Mills?"

Regina shook her head, still laughing.

"No. I just know you."

Suddenly, Emma looked serious.

"You don't know me, yet, Regina," she said. "But I bet you want to."

With a wink, she grabbed her textbook and opened the cover of her laptop.


	3. Chapter 3: Finally Finished

"So how do you want to do this?" Regina asked, looking over at her.

Emma shrugged her shoulders.

"Not really sure. How do you think we should start?"

"Well, let's take a look at what you had the first time and see how much we need to change."

Emma pulled the paper out of her backpack. It was nearly completely red with her professor's corrections and comments, on every page.

"Ouch," her tutor said softly, noticing the numerous markings.

Emma looked down at her lap, suddenly feeling ashamed of her failing grades, even though she'd never felt that way around Regina before. The large red 'F' at the top of the page made her cringe. When Regina noticed, she put a hand on Emma's shoulder.

"It's okay, Emma. We'll fix it."

She looked over the paper slowly, making sure to read all the professor's notes, before she said anything.

"Emma," she said softly. "We've gotta burn this down and build it from the ground up."

The blonde swallowed and nodded her head in understanding.

"Let's do it."

Emma opened her textbook and sighed, flipping through a few pages.

"So how much do we have to change?"

"All of it."

At half-past 11, Emma started to yawn. They'd only come up with two out of the five pages required for the assignment.

"Stay with me, Emma," Regina said softly, putting her hand on the girl's forearm. "I know you're tired, but you can do this."

Emma's hands dropped to her lap. She wanted to start whining, to complain, to say 'no, I can't,' but instead, she nodded her head and lifted her hands back up to the keyboard where she kept typing, looking back and forth between her books and the computer screen.

"That's good!" Regina said, excitedly pointing at the screen. "That's really, really good!"

Emma grinned proudly and looked up at her.

"Are you sure?" she asked.

Regina nodded, pushing her own hair out of her face.

"Keep going. We can get this done. I'll stay up with you. We just gotta finish this. I really want you to pass, Emma..."

Emma looked at her, surprised at the tenderness of the statement.

"Thanks," she said quietly, looking back down at her lap.

The later it got, the more Emma yawned, until she looked down at her watch and saw '3:14 a.m.' displayed on its screen.

"Holy shit," she mumbled. "It's _so _late."

Regina yawned, too.

"I know, but you're almost done."

45 minutes later, Emma printed out five pages - plus two pages of a works cited - and stapled them together. Gasping with relief, she dropped down on her bed, folding her hands behind her head, and shut her eyes.

"Oh, thank God," she sighed. "That was excruciating."

"But you did it," Regina said.

"No," Emma protested. "_We _did it."

"You wrote it, Emma. I just edited and told you what to keep and what to toss or change."

"Yeah, but that helped."

"That's why I'm here, right?"

Regina smiled at her and yawned again, rubbing her eyes.

"I should go," the brunette said, standing up.

"Wait," Emma said. "It's super late. Do you want to crash here? You can have the bed and I'll sleep on the floor."

Regina hesitated, then said, "I don't have my clothes for tomorrow."

"I'll walk you to your room in the morning. We'll get up early. I don't think you should walk around by yourself when it's this late..."

Emma trailed off, looking concerned as she glanced out the window into the darkness.

Regina blushed.

"You? Getting up early? Now, that I'd like to see," she laughed.

"I would, for you. You just stayed up half the night for me."

"That's true," her tutor agreed. She thought for a minute, then decided, "I'll stay, if that's really alright. I am super tired. I'm not taking your bed though. No way."

"Why? Does it gross out out?"

"What?"

"All the cum on the sheets from all the bitches I bring home."

Regina rolled her eyes.

"You're disgusting."

"I know," Emma said, grinning proudly. "Seriously, though. I just washed the sheets. They're clean. I promise."

"It's not that," Regina told her seriously. "I just don't want to take the bed from you."

"Please," Emma begged. "It'll make me feel better."

With a sigh, her tutor reluctantly sat down on her bed.

"Do you always pull this trick on women, or am I the only one?"

"Never on a tutor."

"You've never _had _another tutor," Regina said, rolling her eyes.

"Actually, yeah I have," Emma told her. "I was in special education classes all throughout middle school."

"Oh... I'm sorry..."

"It's okay," Emma said, shrugging.

"No, really. I didn't mean... I just..."

"Hey, seriously. It's fine. I'm not ashamed of it. But yes, I have had tutors, and no, I've never invited one to spend the night."

There was a pause where Regina stared at her as Emma heard her own words play back in her mind.

"I didn't mean it like that," she mumbled.

"I know," Regina said, laughing. "It's okay."

They were quiet for a while, until Emma sat up and looked and Regina, who was looking at her.

"I have a spare toothbrush if you want it."

"Yeah, that would be great."

They went to the dorm bathroom together and each brushed their teeth in a sink. Emma changed into her pajamas, but left her socks on.

"You sleep with your socks on?" Regina asked with a laugh.

Emma just nodded and said, "Dunno why. I just do. I don't like being cold."

"Most people don't."

"You ready to crash?" Emma asked.

"Uh-huh. I'll hit the lights."

Regina stood up and walked over to the doorway, flicking on the light switch. On her way back to the bed, she tripped over Emma and fell forwards, her shin hitting the hard wooden frame.

"FUCK, that hurt!" Regina cursed, collapsing on the floor next to Emma and holding her leg.

Emma immediately jumped up and hit the lights again, rushing back to Regina's side.

"Are you okay? Here, let me get you some ice. I have and ice-pack in the freezer."

Emma grabbed the ice-pack and a thin towel, wrapping it around the frozen block so that it wouldn't sting the girl's skin. Gently, she pressed the ice-pack against Regina's quickly-swelling shin and held it there. Regina cursed again, but Emma didn't move away.

"I'm sorry," she said. "I know it hurts, but it'll take the swelling down. I'll get you some ibuprofen in a minute, okay?"

Regina nodded, her eyes watering.

"E-Emma," she stuttered.

"Yeah?"

"T-Thank you," Regina said softly, looking into Emma's eyes.

Emma put her own hand gently on top of her tutor's, not breaking the gaze.

"Anytime, love."

"We should get some sleep."

Emma pulled away quickly and nodded, handing over the ice-pack and grabbing the bottle of pain medicine off of her desk.

"Here," she said, handing the bottle to the other girl. "It'll help."

Regina didn't like taking pills, but she agreed and popped two into her mouth, taking a sip of Emma's water. When she got back into bed, the ice-pack still pressed against her shin, she sighed and squeezed her eyes shut.

"It hurts," she mumbled.

Emma sighed and said, "I know. I'm sorry."

Regina went quiet for a few minutes, but just as Emma was about to say goodnight, she heard the girl's slow and heavy breathing and knew she was asleep.


	4. Chapter 4: Books

In the morning, Emma woke up to the sound of the alarm on her phone. As she rolled over to shut it off, she was grateful that she hadn't let her tutor sleep on the floor. Her back ached as she moved, and it made her wince in pain.

"Shit," she cursed quietly, grabbing her phone and checking her text messages as she lay back down on the floor.

'**Going out with us tonight? - Rubes'**

Emma smiled and texted back a quick, 'definitely,' before closing the phone and setting it on her desk as she climbed out from under the pile of blankets. It was warm in the room, but Emma hated being cold, so she used multiple blankets. Regina, on the other hand, had kicked all of her blankets off in the middle of the night. One of them had even fallen off the bed and onto the floor beside Emma. The blonde smiled at this, but noticed that Regina was shivering. Apparently, it had been warm enough during the night, but the room had gotten just a little bit colder since the time that Regina had kicked off the covers. Emma gently pulled the blanket up over the girl, hoping she wouldn't wake up. Luckily for her, the brunette didn't awaken. Emma gathered her things and got in the shower, trying to be as quick as possible to make sure they had time to go get Regina's change of clothes from her room before they had class. When she got back to the room, fully dressed in new clothes, she noticed that Regina had rolled over and was hugging the covers tightly.

Emma touched her shoulder and whispered, "Hey. Regina. Time to get up."

Reluctantly, the brunette rolled over to face Emma and sighed.

"Alright."

As the two collected their things and got ready to leave, Emma wondered if Regina had noticed that she'd put the covers back on her. Looking back, it probably wasn't the best idea she'd ever had. What if she'd woken up? Emma blushed to herself, thinking of this, and grabbed her keys off her desk.

"Ready?"

Regina nodded and the two made their way down the hallway and out the front door of the building. The brunette lived in a different dorm that was about a five minute walk away.

"Your books look heavy," Emma commented, noting the amount of weight that Regina was holding. "Can I carry them?"

"W-What?" Regina stammered. "N-No. I'm fine, I just..."

Emma stopped walking and held out her hands.

"Let me carry your books. It's the least I can do after what you did for me last night."

Regina sighed and handed over the pile, which Emma took easily. Still, Emma bent her knees and pretended to collapse under the weight.

"Holy shit, girl!" she laughed. "What are all these for?"

"Well, the first three are novels for 18th century British literature, and the next two are for history of Roman civilization, and the big one on the bottom is for advanced calculus."

"Jesus," Emma breathed, looking down at all the books in her arms. "What's in your backpack then?"

"A puppy."

Emma rolled her eyes.

"Seriously. Why won't these fit in your bag?"

"The three books I have for Spanish and the two I have for French."

"My God. How do you do it?"

"Do what?"

"How do you take five advanced level classes your senior year and still survive AND apply for graduate school?"

Regina shrugged and kept walking.

"Discipline."

Emma sighed and followed closely beside her. Emma knew discipline was something she'd never have. At least she was trying, though, Emma reasoned. That must have counted for something. As they walked, Emma couldn't help but occasionally look over at the brunette, admiring the way her hair bounced lightly as she walked and the way the sun made it seem to glow. When she caught herself doing this, she immediately looked down and watched her feet as she walked, attempting to avert her eyes before Regina noticed her staring. Unfortunately for her, that meant that her eyes weren't facing forward, so...

"Fuck," Emma cursed, walking directly into a lamp post.

Regina burst into a fit of laughter and pointed at her. "You, my dear, are a professional."

Emma scowled.

"Shut up."

"Staring at your feet, I presume?"

"Yes," Emma mumbled, looking down and feeling grateful that she hadn't dropped any of the books.

"Are you hurt?"

The girl shook her head.

"How's your leg, though?" the blonde asked, stopping to look at her again.

"It hurts," she admitted, looking down briefly. "It's fine though. It'll stop."

"You should take some more ibuprofen," Emma told her, but Regina shook her head.

"Don't have any."

"Here, I keep some in my bag."

Emma stopped handed her the pile of books and set her backpack on the ground, opening it and pulling out a small pill bottle and giving Regina two of them.

"Drug dealer much?" Regina joked.

"No. I just manage to get myself hurt a lot," she retorted. "Keep the bottle with you and take some every four hours. It'll keep the swelling down."

Regina nodded quietly and reluctantly took the two pills, taking a sip out of her water bottle.

"Thanks."

With a smile, Emma took the pile of books back into her arms and continued the walk to Regina's dorm room. Once they were there, Emma placed the books on the girl's desk and stood patiently by the door as the brunette gathered her change of clothes.

"I'll be right back," Regina told her. "You can sit, you know."

When Regina left the room, Emma sat down at the desk, even though, for some reason, it felt awkward to be in the girl's bedroom. She was grateful when the girl returned, and before Regina got the chance to grab her books off the desk, Emma had already taken them back into her arms.

"What time is your first class?"

''Nine-thirty," Regina answered, looking down at her watch.

"What?" Emma gaped. "Why'd we get up so early?"

"Well, we have to eat breakfast, obviously."

Emma shrugged her shoulders.

"I usually only eat dinner."

"Well, this morning, you're eating with me," Regina told her, matter-of-factly.

With a sigh, Emma shrugged again and clutched the books to her chest.

"If I must," she teased, holding the door to the hallway open with her free hand. "After you."


	5. Chapter 5: Breakfast

"So, how are your classes going?" Emma asked as they walked down the hallway towards the dorm's exit.

"Um, well... I guess Spanish is pretty easy for me since I've been taking it so long, but I don't really like it much. Advanced calculus is pretty much the same. I'm good at it, but I don't like it."

"What about 18th century Brit lit?"

"Actually, I love it. I'm a big fan of reading, even though my head is really more math-minded. History of Roman civilization is totally captivating, too."

"You're such a nerd," Emma said with a grin.

"I know," Regina giggled. "Are you sure I can't carry my books the rest of the way?"

"Positive."

"Why do you like British literature?"

"I guess because the writing is just so beautiful. The poems are wonderfully deep and romantic, but some of them are also really dark, which I also like."

"So you do have a dark side."

Regina stopped and winked at her.

"Absolutely."

With a smile, they stepped outside, feeling the cold wind whip their cheeks.

"Holy crap, it's cold," Regina said, looking around as her hair blew into her face.

She reached up and tucked some of her hair behind her ears, squinting a little as the temperature of the wind stung her eyes. Emma noticed that Regina hadn't brought a jacket; she'd forgotten all about it in the hurry. Just as the brunette was about to start walking again, Emma grabbed her arm.

"Wait. Regina, put this on."

She hurried over to the nearest bench outside and set the pile of books down, immediately wiggling out of her coat and walking back over to Regina. She stood behind the girl and draped the garment over her shoulders, but the girl pulled away.

"Nuh-uh. You need it."

"I don't get cold very easily," Emma lied, forcing a small smile.

Reluctantly, Regina sighed and slipped her arms into the jacket as Emma held it for her.

"Thank you," she mumbled, looking into Emma's eyes.

The blonde just nodded and lifted the enormous pile of books back into her arms. The rest of the walk to the dining hall was relatively quiet, and they also didn't talk much when they first got to the dining hall. Too many people, too much noise. Regina grabbed them a table, taking Emma's leather jacket off and draping it over a chair to mark their space as they both went looking for food. Once they were back in their seats, they stayed quiet as they started to eat. When the silence grew awkward, Emma decided to speak to break it.

"You doing anything tonight?" she asked casually, lifting another mouthful of food to her lips.

Regina shook her head. I have a Roman civ test tomorrow I have to study for."

"Oh, come on. I bet you've been studying all week. You should come out."

"I have..." Regina replied, embarrassment showing on her face. "Where are you going?"

"There's a party at a sorority house downtown."

The girl laughed and shook her head.

"No way."

"Why not? It'll be fun."

"Absolutely not. A sorority? Seriously? I'd never pin you as the type to enjoy Greek life."

"I'm not. Their parties are just totally wild, and there's usually coke."

"Are you kidding me?" Regina asked, staring in disbelief.

"Of course I'm kidding!" Emma cried with a laugh. "Don't be silly. I don't do drugs... often."

"Emma!"

With a grin, Emma shrugged her shoulders.

"Just playing, 'Gina."

"Don't call me that," the brunette scolded, scowling.

"Alright, alright. I won't. Can I call you Miss Mills, then?"

"Anything's better than 'Gina."

They both laughed at this and continued to banter back and forth as they finished their meal.

"The eggs weren't half bad today," Emma commented, glancing down at her empty plate.

Regina nodded and said, "You're right. They really weren't. Usually, they're horrible. I was really hungry though."

"I usually don't eat breakfast, but I'm glad I did. Actually, it was really nice to get to spend some normal time with you. Like, time not spent studying."

"We never spend time studying, either, Emma."

The blonde frowned and put her fork and knife on top of her plate and grabbed her half-empty glass of orange juice from the table.

"Sorry," she mumbled, standing up.

Emma pulled two white and orange pills out of her pocket and popped them in her mouth, downing them with the rest of the juice.

"Ready to go?" Emma asked. "I'll walk you to class. Mine's not until ten."

"Okay."

Emma grabbed Regina's plate too - also empty - and put it in the dish return for her, making sure to use the hand sanitizer as she left the dining hall and gathered their things. Because the lobby was so crowded, they left in single-file, Emma going first and holding the door open for her tutor who was close behind.

"That actually wasn't bad," Emma commented. "Maybe I'll start having breakfast more often."

"You really should," Regina told her. "It's good for you. It'll help you focus, too."

"Think so?"

"I know so."

They smiled at each other as they walked to Regina's classroom, which was in a building all the way across campus.

"I'm actually not tired for once," Emma told her as they stood outside her classroom with fifteen minutes before the class began.

"Good. It's because you took your pills, you know."

Emma sighed.

"Yeah, I know."

Regina touched her arm gently and looked into her eyes.

"It's okay to need meds, Emma. It's not a big deal. I know you don't like the stigma associated with it, but it's honestly nothing to be ashamed of."

"Yeah," Emma mumbled, awkwardly shifting her weight from one leg to the other as she looked down at Regina's hand on her forearm.

Regina slowly moved her hand away and let it rest at her side as she kept looking at Emma, without saying anything.

"I gotta go," Regina told her, looking over at the classroom door as students filed into the room and claimed their desks. "You know me. I've gotta have a desk in the front."

Emma nodded and, to Regina's surprised, walking into the classroom with her. She placed the books down gently on the girl's desk and smiled at her.

"Have a good class. Think about going to the party tonight. I'd love to see you actually having some fun for once," she teased.

Regina smiled and and gave a nod.

"I'll think about it."

Emma left the classroom feeling hopeful.


	6. Chapter 6: I Hate Freshmen

As Emma made her way to class, she couldn't help but think about Regina. Her mind seemed to be locked on the girl, unable to sway her thoughts to anything else. During class, though, Emma sat in the front for the first time that year and focused intently on the professor, listening to his every word and taking diligent notes. As hard as it was, it was a lot easier than the previous day when all the letters had seemed to blur together into a puddle of mush. _Guess the meds are working_, she figured. It had been months since she'd taken them. Though her mouth was, in fact, dry, just as she'd complained to Ruby that it would be, she at least felt awake enough to absorb some of what her professor was saying. By the end of the class, she'd learned more about English writing than she had the entire semester - mostly because she'd slept through the majority of her classes. At the end of the class, she approached her professor and held out her paper, which was covered in emotional blood, sweat, and tears.

"Thank you for giving me another chance, Professor Taylor. I really appreciate it."

He nodded and accepted the paper stiffly, nearly jerking the document out of her hands.

Instead of simply saying 'you're welcome,' he turned and gathered his things, leaving the classroom just as quickly, with Emma standing in the empty room on her own.

She made her way to her other class, which was about an hour later, electing not to take her usual nap back in her dorm room.

'**Still on for tonight? -Em,' **she texted Ruby as she sat down outside the classroom, placing her heavy bag beside her; she'd actually brought her books for class that day.

'**10 o'clock. You're bringing the beer. - Rubes'**

'**There's gonna be some there. - Em'**

'**K. - Rubes'**

Emma smiled and put her phone in her pocket as she pulled out her history notebook.

"American history," she mumbled with a sigh. "Oh, how I hate you."

"Hey, Emma," a voice called out, the sound of high heels stepping down the hallway echoing in the girl's ears.

"Oh, hey, Jess."

"How do you think you did on the test?" the girl asked.

Emma shrugged.

"Failed."

"Seriously?"

"Seriously."

Jess was quiet for a few moments, not knowing what to say. Instead of speaking right away, she sat down against the wall across from Emma.

"You should sit next to me in class," Jess told her. "I'll keep you awake this time."

Emma rolled her eyes.

"Very funny."

"She's going to kick you out if you don't quit passing out, you know. Eventually, she's going to notice."

With a shrug, Emma said, "Nah. I doubt it. It's a big lecture hall and I sit in the back. She's not gonna see me. She always stands in the front."

"I hope you're right, Emma. I really don't want to see you get kicked out."

"Yeah," she said. "I already got kicked out of Professor Taylor's English class once for having my history notes out during class."

"Wow."

"Yep."

"You're kind of a rebel, huh?"

"Guess so," Emma said, shrugging again.

"I like that in a girl," Jess said huskily, stretching out her leg and pressing her foot gently against Emma's.

Looking surprised, Emma glanced at her, trying to read the expression on her face. The girl looked completely serious. In fact, her eyes were glazed over with something that looked like lust. Luckily for Emma, the bell rang, signaling for her to get up and grab her stuff to go find a seat in the classroom. Thinking it would be rude to decline the invitation, Emma sat next to the other girl in the middle of the lecture hall, taking her notebook out quietly and keeping her eyes straight forward, avoiding Jess' gaze.

"Hey," Jess whispered, leaning closer as the professor started to talk. "How much do you hate this class?"

"So much," Emma groaned.

Realizing the teacher would probably hear them whispering or notice them leaning in towards each other during the lecture, Jess looked down and tore a page from her own notebook, scribbling down a few words and handing the paper over to Emma.

'**What are you doing tonight?'**

Emma wrote a reply.

'**Party downtown.'**

'**Ditto. Head of the sorority invited my sister, who invited me. See you there?'**

'**Sure.'**

"Girls," the teacher's voice rang out as she stood next to them in the isle. "Is there something you'd like to share with the class about American history?"

They both shook their heads in unison.

"Then I suggest you stop passing notes and pay attention in my class."

They swallowed hard and each gave a nod, staring down at their notebooks. As the teacher walked away, Jess giggled quietly.

When the class was over, the girl stopped Emma in the hallway before she could leave.

"Wanna get dinner?" Jess asked enthusiastically.

"I'm having dinner with Ruby and Belle, but if you want to join us, you can."

"That would be great."

They walked to the dining hall together and when Emma found her friends, she sat down between them, leaving the space across from them open for Jess.

"What's she doing here?" Ruby whispered in her ear as the girl walked away to get food.

"I don't know," Emma sighed. "She's been talking me up for the past two hours."

"She's looking at you like you're a fucking piece of meat."

"I know," Emma said. "It's really weird."

"Why is it weird? You're gorgeous, and everyone knows it. You shouldn't be surprised someone's got a crush on you. Besides, she's a Freshman, so you're the older woman, and everyone likes that."

With a wink, Ruby stood up and grabbed her empty plate.

"Shut up, Ruby," Emma mumbled, standing and grabbing her own plate as well.

The girls made their way around the dining hall looking for the food that sucked the least, then made their way back to the table. When they were all sitting down eating, Emma spoke first.

"Jess is going to the party, too," she told them, nodding toward the girl.

"You should come with us!" Belle said happily, clapping her hands with enthusiasm. "The more the merrier, right?"

Ruby rolled her eyes and shot Emma a glare.

As soon as Jess got up to find dessert, she muttered, "I fucking hate Freshmen."


	7. Chapter 7: The Party

After dinner, they gathered in Belle's dorm room to get ready for the party, each of them - except Emma - pulling on shorter skirts and their best high heels. Belle fixed her hair in the mirror while Ruby and Jess straightened theirs and Emma sat on the bed, looking at her phone.

"Ugh," Emma sighed. "Graham's going to be there. He just texted me."

Emma's ex boyfriend was the last person on Earth she wanted to talk to.

"What'd he say?" Ruby asked curiously, looking over at the blonde.

"He said, 'Hope I see you, babe.'"

"Gross," Ruby and Belle said in unison.

Emma rolled her eyes and shook her head.

"Not funny."

"Way funny."

"Yeah, Emma," Jess said. "It's a little funny."

Ruby rolled her eyes, clearly annoyed by the first-year student.

"You guys ready?" Belle asked with a smile, grabbing her purse off the desk.

They each gave a nod and made their way out of the dorm. Walking down the street all the way downtown in short skirts - except Emma, who was still wearing pants - was a little bit painful. The cold bit at their cheeks and legs, but none of them were willing to wear jackets. They knew that, once they were inside, the place would be full of people, sweat and heat.

When they walked into the enormous house, the place was packed. Belligerent freshmen were pressed up against horny jocks, and slutty senior sorority girls clung tightly to their football-playing boyfriends. The music was loud, but perfect for dancing, so they each grabbed a solo cup full of beer, downed it quickly - except Belle, who took her time - and started to dance. Ruby and Belle danced close to each other - they weren't a couple, but it was obvious they wanted to be. Ruby wasn't into commitment, though, and Belle was afraid of getting hurt, so they agreed to stay friends. Still, that hadn't stopped them from 'accidentally' getting drunk and having a one-night stand the previous semester. Since then, Emma had noticed that they'd had a hard time keeping their eyes off each other. A few men approached Emma, asking for a dance, but she declined them, deciding instead to stay close to her friends. She watched for her ex, praying he wouldn't manage to find her in the sweaty sea of people.

"Emma," Jess said. "Dance with me."

The girl held her arms out, inviting Emma to bring her body closer, but Emma shook her head.

"Nah, it's okay. I hate dancing."

"Dance with me," she repeated, moving closer.

When Jess put her hands on Emma's waist, the blonde sighed and stepped closer too, bringing their bodies together. Interpreting this as an invitation, Jess slid an arm behind Emma's back and pulled until their hips were pressed together. They danced like that for a while, Jess grinding on Emma with blatant enthusiasm. Emma's mind was far away, though. She knew where the night was going. Like Ruby, she wasn't one for commitment, which was part of the reason she left Graham. No, wait. He'd cheated on her. _That_ was why. But still, she wasn't one to date, and Graham had been the last steady relationship she'd had since her first semester of her freshman year in college. Instead, Emma was known for her one-night stands and her seductive way with women. This night, Emma knew, would be much the same. She'd walk the girl back to her dorm - just to be polite - and they'd fuck. Jess would come quickly - Emma had always been good in bed - but Emma wouldn't come at all. She'd fake it, though, to end the moment. After the first failed try, Emma would hurriedly put her clothes on and announce that she was leaving. Jess, confused and surprised, would ask her to stay, and Emma would explain that she wasn't one for serious relationships. She'd leave, go back to her own room, and lay awake for hours, unsatisfied and empty.

The drunker she got, the harder Jess pressed their bodies together, until everything was a blur and their tongues were moving together.

"Uh, hey," a voice said loudly, trying to be heard over the music.

Emma pulled away slowly and sluggishly turned her head toward the voice.

"'Gina! Shit, girl. You came!" she slurred. "Well, you haven't come yet, I assume, but we can make that happen."

"Um..." Regina said, staring.

Jess just laughed and kept her arms around Emma, swaying drunkenly back and forth.

"I'm gonna go. I'll leave you two alone."

"Hey," Emma protested, pulling away from the girl who was holding her tightly. "Hey, don't. I'm sorry. I... I didn't think you'd show up."

"Nice to see what you do in your free time."

Emma pulled her aside and stumbled over towards an emptier corner of the room.

"I don't normally drink; I just had a lot on my mind."

"Why? Is something going on?"

Regina sounded genuinely concerned.

"No, I just..."

"Nevermind. You don't have to tell me," the brunette said. "Seriously, though. I'm gonna go. This is kind of bullshit and I should be studying."

"Please don't leave," Emma said sloppily, thinking nothing of the companion she'd brought to the party. "Relax. Don't be such a stiff. Have a drink."

Emma held out her half-full cup and waited for Regina to take it. Reluctantly, she did, reasoning that Emma was probably right and that it was also probably time for her to loosen up, at least a little bit. She took a few sips, grimacing at the taste.

"Ugh," she groaned. "This tastes like piss."

"You get used to it," Emma told her, putting her hand on Regina's arm.

The more Regina drank, the more relaxed she became, and she even started to laugh at Emma's jokes - which really weren't all that funny. Emma sobered up just enough to talk with only a slight slur in her words, but stayed relatively drunk the rest of the night. She'd completely forgotten about Jess, who was on the other side of the room with Ruby and Belle, but Jess was drunk enough that she'd probably forgotten about Emma, too, which Emma didn't really mind at all.

"You're really pretty," Emma said, leaning in closer to whisper in the girl's ear.

Regina blushed and mumbled, "You too."


	8. Chapter 8: Getting Sick

As the night went on, Regina lost count of the number of drinks she'd had - as did Emma - until her face flooded with color and heat.

"Em... I think I'm drunk..."

Emma laughed loudly and grabbed the girl's hand, pulling her closer.

"You are," she said, grinning. "I like you like this. You're not such a prude."

But as Emma noticed how slowly Regina was reacting, concern filled her eyes.

"Regina... You okay?"

Regina shook her head.

"I'm gonna... I'm gonna get sick..."

"C'mon," Emma said quickly, sobering up enough to squeeze the girl's hand and pull her through the crowd of drunken college students. She brought the girl into the bathroom and shut and locked the door, helping her kneel down in front of the toilet.

"This is the first time you've ever been drunk, isn't it?"

Regina nodded, then heaved forward, emptying the contents of her stomach into the toilet.

"Oh, God," she groaned.

Emma held her hair back and sighed, suddenly feeling guilty for allowing her to drink too much.

"It's okay, buddy. I'm right here."

Regina heaved again, puking and coughing. Someone banged on the bathroom door, and Emma turned to look towards the noise.

"Hey, FUCK OFF," Emma yelled, kicking the door with her foot. "She's getting sick."

The voice on the other side of the door cursed, but the pounding stopped as Regina kept throwing up over and over again until her body was exhausted from the effort. Regina started to cry as the last of her dinner was expelled into the porcelain bowl. Emma rubbed her back gently and sat with her until the puking stopped. When it did, Emma took her hand and lifted her off the floor.

"Let's get you home," Emma said softly, wrapping an arm around Regina to hold her up.

She stopped to tell Ruby and Belle she was leaving - both of whom were also relatively drunk - and nearly carried Regina out of the house and back to her dorm room. She didn't bother to apologize to Jess for ditching her at the party. Instead, she focused every once of sober energy she had - which wasn't much - on Regina.

"Almost there," Emma told her.

Once they arrived at Regina's dorm, Emma passed them into the building with her ID card and pulled the keys from Regina's pocket to open the door to her bedroom. Regina stumbled into the room, barely able to stand, so Emma lifted her into her arms and placed her gently on the bed.

"You need rest," Emma said softly, tucking her under the blankets.

Regina shook her head.

"I'm fine."

"You're not fine. You're really drunk, and you need to sleep it off. I'll stay right here to make sure you're okay."

Regina shook her head.

"Nuh-uh. I sleep naked."

A grin played across the girl's lips as she looked into Emma's eyes.

"No, you don't. You're too much of a prude for that."

"I know," Regina giggled.

"Rest."

Emma sat next to her on the bed rubbing her back, making sure she wasn't going to get sick again. Just as she seemed like she was about to fall asleep, Emma stood, and Regina sat up slowly.

"I hear you're a really good fuck, Emma," she slurred.

The blonde actually looked a little embarrassed.

"Yeah? Where'd you hear that?"

"Michaela. And Dawn. And Ashley."

A blush rose to Emma's cheeks and she shook her head.

"No," she said. "I'm just a slut."

"Sleeping with multiple people does not make you a slut," Regina responded seriously.

"That's exactly what it makes me."

Emma shook her head sadly and stared down at the blankets. She could tell Regina was having trouble staying sitting up, so she gently pressed down on her shoulder.

"Stop talking and go to sleep, Regina," she sighed. "Or you're going to regret what you say in the morning."

Involuntarily, unable to keep herself sitting, Regina collapsed down on the bed and rolled back onto her stomach. Emma stayed up the rest of the night watching her, making sure she wasn't going to get sick again.

"Goodnight, Regina," she whispered, gently running a hand through the brunette's hair.

She placed a bucket next to the bed and paced back and forth until she finally grew too exhausted to stand. She sat down at Regina's desk and looked at the massive piles of books, knowing that some of them - even some of the textbooks - were there just for pleasure. There were historical fiction novels, memoirs, biographies, comedies, romance novels, and there were even dictionaries for multiple languages (Spanish, German, French), all of which she spoke nearly fluently. On her desk was a picture of her parents, both who had died - her mother very recently. Emma sighed sadly, feeling pity. She was lucky her parents were still alive, even if she did resent them for giving her up for so many years.

Around five in the morning, Emma fell asleep leaning on the desk with her face on her arm. She'd set her alarm for seven-thirty. When she woke to the sound - a Super Mario Bros ringtone - she moaned softly and looked over at Regina.

"Shit," she cursed.

She hadn't meant to fall asleep. She'd wanted to stay up the whole night, just to be sure Regina would be okay. Luckily, Emma found her sleeping soundly and breathing heavily. Reluctantly, not wanting to wake the sleeping beauty, she shook the girl's shoulder.

"Nuh-uh," Regina mumbled. "Not gonna happen."

"Yes, it is. You have to get breakfast and go to class."

"No breakfast," she said weakly. "Fuck. Gonna be sick..."

Emma grabbed the bowl and held it steadily in front of Regina, who instantly threw up into it.

"So hungover," she groaned.

"I know, babe, but you gotta get up. You can't miss class.

"I know," Regina sighed, throwing the covers off. Just as she was about to stand up, she got sick again.

When she lifted her head, she apologized, her cheeks turning red with embarrassment.

"It's okay," Emma told her, rubbing her back. "I'm gonna go sit in the hallway while you get dressed, okay?"

Regina shook her head.

"Gotta shower."

"That's a good idea. Sometimes the water pressure helps to relax."

Regina stumbled her way to the bathroom, grateful to have someone there to help her through the hangover.


	9. Chapter 9: Another Morning

"Let's go," Regina said as she walked back into the room. "I'm gonna be late if we eat breakfast."

Emma looked at her watch.

"You won't be late. I promise."

Without asking, Emma grabbed the girl's books again and headed out the door, Regina close behind her.

"No breakfast."

"Yes, breakfast."

"No."

"Yes. We're eating. It'll help you feel better."

"I'll throw it up."

"You won't," Emma promised. "The worst of it is over."

Regina stopped and looked at her.

"Why did you let me get that drunk?"

"Because I'm an idiot," Emma told her, shame filling her voice, making Regina sigh.

"You're not an idiot. I just should have known better."

"Everyone should get black-out drunk once in their life. Think of it this way: you'll probably never do it again."

"Definitely not."

They both laughed, and Regina gave the girl's arm a playful shove.

"You were pretty drunk, too."

"For a while. I stopped drinking before you did."

"You carried me home..." Regina said, suddenly remembering.

Emma shrugged her shoulders.

"Yeah, so?"

"So, thank you."

Again, Emma shrugged.

"Don't mention it."

They walked on in quiet for a while until they reached the dining hall. As they sat together eating, Regina still looking queasy, Emma watched her.

"The way you chew is really cute," Emma told her.

"What?"

"The way you chew. It's cute."

"What are you talking about?"

"Well, you just have this really dainty way of chewing your food."

"That is _such _a weird thing to say. You're a dork."

"Whatever," Emma teased, grabbing a Cheerio and throwing it at her, making Regina grab it quickly and throw it back. "Hey, don't start a food fight with me. You'll lose, 'cause I have absolutely no boundaries."

"Well _that's _certainly true," Regina giggled.

"Oh, shut up."

Emma rolled her eyes and threw another Cheerio, which landed directly down the front of the brunette's shirt. Emma watched it land and blushed as she realized her eyes were lingering on the cleavage of the girl's breasts. Regina didn't notice her looking, since she was too embarrassed trying to get the thing out of her shirt to pay any attention to Emma.

"Sorry," Emma mumbled.

_But not really, _she was thinking.

"So what other stupid stuff did I do last night? I don't remember much of it, except you being totally drunk."

"You tried to make out with Graham. It was _disgusting._"

"Oh, my God. Seriously?"

The redness rose to her face as she lifted her hands to cover to her cheeks.

"I'm really sorry, Emma," she told the girl, knowing that Graham was her ex. "That really is gross."

"Nah, I'm just playing. You said some stupid stuff, but that was about it."

"You are such a jerk!" Regina squealed, shoving Emma hard until the girl's chair almost tipped over.

Emma grabbed the table to hold herself steady and laughed.

"Aw, c'mon. You know I'm funny."

"You are _not _funny."

"You thought I was last night."

"I was drunk."

"Some people say that the truth comes out when people are drunk because they lose their inhibitions."

"Well that's not true of me," Regina snapped, slamming her grape juice cup down on the table, causing some of it to splash over the sides.

"I bet it is," Emma said seriously. "You should have heard yourself last night."

"Why? What did I say?" Regina asked anxiously, gripping the edges of the table.

"You called me your star student and said you wanted to fuck me."

"Shit," she cursed.

"Kidding," Emma said with a grin.

"ASSHOLE!" Regina nearly screamed, shoving her again.

This time, the chair did tip, and Emma ended up on her back on the floor.

"Jesus," Emma said, climbing to her feet. "Relax. I'm just playing around."

"Well stop it, because that's not fucking funny. And you're not my star student."

Emma knew this was true, but her heart sank anyway. Something about being a terrible student had become embarrassing. She hadn't ever cared before, but suddenly, in front of Regina, it mattered, and she wanted to be better. There was nothing she wanted more than to bring her grades up, just to prove she could do it. (Also, she wasn't too keen on being kicked out of school.)

"I would never have said that," Regina said coldly.

Emma's eyes dropped to the floor, and she said nothing. When Regina saw the hurt in Emma's face, her expression softened.

"Hey, listen," she said. "I'm sorry. I didn't mean it like that. I know you're trying really hard, I just..."

"Forget it," Emma interrupted. "It's fine."

They finished their breakfast in silence, Regina still feeling nauseous and guilty about her previous comment. When they were finished and left the dining hall, Emma still carried her books until they reached Regina's classroom.

"Bye," she said softly, handing over the pile.

"Bye."

As Emma turned to leave, Regina grabbed her arm.

"Emma, wait."

The blonde turned around to face her and waited for her to continue.

"I really am sorry. Do you want help studying for your math quiz tonight?"

"Yeah," Emma said quietly. "That would be great. I promise I'll focus. I took my pills again."

Emma's head was lowered, so Regina reached out and lifted her chin.

"It's okay, Emma. You're doing great. Just keep up the good work."

"Yeah. Hopefully I don't run out of steam."

"Just keep trying. I know you can do this."

"Thanks, 'Gina. I mean... Miss Mills."

Regina rolled her eyes and gave Emma a playful shove.

"Get out of here."

Finally smiling, Emma turned to leave.

On the way to her own class, she replayed the previous night's events in her mind. Over and over again, she watched all the moments Regina had touched her arm or her shoulder, each and every little nudge or smile. But mostly, she replayed the moments where Regina laughed at her jokes, the way her eyes lit up as she looked at Emma. That was one thing Emma didn't regret: the fact that Regina had been drunk enough to let loose and actually laugh. Most importantly, though, she'd been laughing at Emma.

She thought about what Regina had said before bed, listening to the words repeat in her mind. _'I hear you're a really good fuck, Emma.'_ She played the words again and again throughout class, having trouble paying attention and taking notes. The more she thought about it, the louder the words got.


	10. Chapter 10: Dinner With Friends

After class, Emma checked her phone for messages and found one from Ruby.

'**So did you get some action with the sexy tutor last night, Romeo? Jess was pretty bummed when you left. I think she thought she was gonna get some. - Rubes'**

'**Nah. She got sick. I just stuck around to help out. - Em'**

'**Seriously? - Rubes'**

'**Yeah. What? Why? - Em'**

'**You're not really the nurturing type, Em. - Rubes'**

'**She needed help. She'd never been drunk before. - Em'**

'**Wow. You've gotta be kidding me. She's a senior in college and she'd never been drunk? - Rubes'**

'**Don't give her shit, Ruby. It's not funny. She's just more concerned about her academics than partying every night, which is more than I can say for myself. - Em'**

Emma sighed and put the phone away, growing irritated with her friend and not caring to see the response. In the hallway before her next class - biology - she pulled out the notes she'd taken from her math class and reviewed them, trying to make sense of what she'd written as she attempted to push the thoughts of Regina from her mind. Eventually, though, they were too much to bear, and she caved in, pulling her cellphone back out of her pocket.

'**What time you coming over tonight? - Em'**

'**Six sound okay? -Mills'**

'**Do you want to meet us for dinner at five? - Em'**

'**No thanks. I've got plans. - Mills'**

'**You don't like Belle and Ruby, do you? - Em'**

'**It's not that. I'm supposed to be eating with a few friends from my Brit lit class to talk about an upcoming paper. I'll see you after though. - Mills'**

'**You don't like them, though. I can tell. - Em'**

'**I like Belle... I just... Ruby's kind of rude, you know? - Mills'**

'**Yeah. She gets like that. Sorry. I'll see you tonight. - Em'**

Emma sighed and threw the phone on top of her backpack. She looked back down at her notes and watched the numbers become a blur.

"No!" she cursed to herself. "Fucking focus."

Trying harder that time, she forced her mind to unscrambled the text to read it clearly. She spent the next hour deciphering the notes until the bell rang and she went into her next class. The two hour biology lab seemed more like five hours, and by the time class was over, her stomach was growling. She nearly ran to the dining hall as soon as she left the room, nearly forgetting her backpack in the rush of the moment.

At dinner, she sat between Belle and Ruby at the round table, as was customary, and sighed as she stared down at her uneaten food.

"I'm starving, but I don't feel like eating," Emma sighed.

"What's up, Em?" Belle asked, putting a hand on her shoulder.

"The one girl I want to fuck is totally uninterested in me."

"Ooohhh, so _that's _what this is about!" Ruby cried, laughing and putting her cup back down on the table. "You've got the hots for teacher."

"Shut up, Ruby. It's not funny."

"It is, kinda."

"No, it's not. God, I get so fucking turned on when she's around. I don't even know what to do with myself. It's so excruciating I want to go to the bathroom and masturbate every five minutes. I can't think, I can't focus..."

Ruby burst out laughing again, tears streaming down her cheeks as she wiped them away.

"Oh, sweet _Jesus_, that's rich," Ruby howled, holding her stomach. "You can't focus anyway."

"Shut UP, Ruby!" Emma screamed, shoving her.

"Yeah, Ruby," Belle chimed in, scowling at her friend. "Emma's trying to talk to us about this, and you're kind of being a jerk."

Ruby glared at both of them.

"Whatever. It _is _funny, though."

"Fuck off," Emma said angrily.

Ruby went silent and stared down at her food.

"Emma, honey," Belle started. "You should eat."

With a nod, Emma started to pick at her food. A half-hour later, she'd only eaten about a fourth of what was on the plate to begin with.

"I'll eat it," Ruby jumped in. "Give it here."

Emma pushed her plate over to Ruby without looking and let the girl finish her meal, not wanting to waste the food. Ruby was always as hungry as a wolf, so Emma could count on her to finish whatever she didn't want to eat.

"Have you tried to make a move yet?" Belle asked gently, trying to make some conversation to break the awkward silence.

"I mean, I've made jokes... She doesn't take them seriously, though. I guess I don't really take them seriously, either. I flirt with her a little, but mostly I just say some sexual stuff and leave it at that. I _really _need her to keep tutoring me. I don't want to make her uncomfortable and fuck this up. Besides, Regina's straight."

"Nobody's straight for you, Em."

The blonde rolled her eyes.

"That's bologna."

"It's not. You can have any girl in this school, and you know it. You've turned 'straight' girls gay plenty of times."

"You can't 'turn' somebody gay, Belle. You either are or you're not."

"Well, fine. But you at least bring the gay out of people who otherwise wouldn't have known they even had it."

With a roll of her eyes, Emma stood up and collected her plates.

"Gotta go, guys. I'm meeting her at six."

"Good luck, Em!" Belle called after her, but Ruby said nothing.

Emma walked back to the dorm slowly, thinking about what she'd told her friends. She definitely regretted opening her mouth, at least to Ruby. As good of a friend as she was, Ruby could be a real bitch. She didn't blame her though. Emma guessed that if she'd been in Ruby's shoes, she probably would have thought it was pretty funny, too. At least Belle had been receptive and understanding - she usually was - but that didn't stop Emma from feeling remorse for opening up. She thought about what Belle had said about making a move, but knew it was out of the question - especially when Regina was actually starting to become her friend.


	11. Chapter 11: The Tutor

When Regina knocked on the door, Emma got up from her seat - she'd been looking at her math notes again - and slowly walked to the door, feeling mopey and down. When she opened the door, Regina noticed this. She'd arrived with a few books of her own and set them down on the desk next to Emma's, looking over at the blonde with concern.

"You okay?" she asked, sitting down in the chair on the left hand side.

"Yeah. Fine," Emma lied. "How you feeling?"

"Much better."

"Ready to do this?"

"You ready for this quiz?" Regina retorted seriously.

Emma shook her head.

"That's okay," Regina said with a smile. "You will be."

"I don't get this chapter," Emma sighed, pointing to the text book.

"You mean you actually read it?"

Emma shrugged with a nod and pulled out her math book to show the girl the notes she'd taken that day.

"And I reviewed my notes before my next class, but they don't really make sense to me. I don't get geometry."

"You've just gotta think of it in concrete terms," Regina told her, taking out a pencil from her bag. "It's all about imagining a real-life situation in which the math applies."

"This math applies to the real world?"

Regina nodded.

"Some of it. Some of it you'll never use."

The next hour was spent doing practice problems over and over again until Emma understood one at a time. By the end of the hour, Emma understood about half of what she needed to know for the quiz. Hanging her head in her hands, she sighed.

"I'm never going to get this."

"You will. Don't give up. Hang in there for me. Let's get this done, alright?"

Emma nodded and rubbed her temples, grabbing her pencil and moving on to the next problem. This went on for another two hours or so, until Regina finally put the textbook down on the desk.

"I think you've got it, Emma!" she cried. "I think you've really got it!"

The blonde couldn't help but smile proudly and she leaned back in her chair.

"Does that mean we can stop now?"

Regina nodded.

"I'm really proud of you, Em."

A blush rose to Emma's cheeks as she looked away.

"No, seriously," Regina said. "You did great today."

"Only because you're helping."

"You're a smart girl, Emma. You just have to apply yourself."

"I guess so."

She didn't look sure, so Regina put her hand on top of Emma's.

"You are."

Emma kept blushing but looked up into her tutor's eyes, seeing the genuine pride there.

"Thank you," Emma said softly.

She started to lean in slowly, but stopped herself after a few inches, looking down. When she raised her eyes, she noticed that Regina looked surprised.

"What did I actually say last night?"

"You sure you want to know?"

Regina nodded quickly, wringing her hands with anticipation. She knew it was going to be embarrassing.

"You said I was pretty. And you told me... You told me that you heard I was 'a really good fuck.'"

"Holy shit," Regina cursed. "I actually said that? You're not joking?"

"I'm not joking," Emma told her. "Were you serious? You said you'd heard it from three different people."

"Yeah, it's true. They kinda raved about you, actually. It was a little gross. I heard some... um... details I didn't really want to know..."

Emma started to smile as she noticed the blush rise to Regina's cheeks.

"So why did you bring that up?" Emma asked.

"I don't know," Regina replied quickly, looking away.

"Seriously. Why?"

"I don't know," she repeated.

At first, Emma decided not to press the issue, but after a few moments of silence, she changed her mind.

"Tell me."

Without looking up, Regina confessed, "I guess I was just wondering if it was true."

Feeling braver, Emma scooted a little closer to her blushing tutor.

"Did you want to find out?"

"I don't know..."

"Do you now?" Emma whispered in her ear.

Regina's palms began to sweat. She looked up at Emma, her face completely red, but didn't speak right away.

"I'm scared to," she finally admitted.

"Don't be scared. I'll be gentle, if you want me to be."

Regina's blush remained bright. Without saying anything, unable to speak, she brushed her fingertips over Emma's hand as a shy but sincere invitation. Emma hesitated only slightly before leaning in a little closer.

"Maybe I can teach you a thing or two this time," she said huskily, earning a nod from Regina.

It was her turn to tutor. With gentle hands, she reached down and lifted the girl's shirt up over her head, exposing her bra and bare stomach. She lifted Regina out of the chair and into her arms and she walked them over to bed, placing Regina down on it softly. Taking her time, she slid the girl's jeans down past her ankles, leaving her panties exposed. Leaving her there for a minute, she removed her own clothes, taking off her underwear slowly and seductively, watching Regina's expression as she removed each garment. The girl's eyes were wide with surprise. Emma climbed over her, one knee between her legs and the other on her left side. As she leaned in, her thigh brushed against Regina's wet center, and Emma smiled, knowing right then that this was what her tutor wanted.

She slid her hands up and down Regina's sides, feeling the softness of her skin, before lifting her up slightly to undo her bra, letting it drop to the floor once it was undone, causing the blush to rise once more to Regina's cheeks.

"Don't be embarrassed," Emma whispered. "You're beautiful."

As she leaned in a little closer, she pressed her thigh up against Regina's core, the friction causing a whimper to slip from the girl's rosy lips. This was all Emma needed to hear to continue. She already had the girl whimpering. Slow and steady hands slid Regina's panties down her thighs, exposing all of her body to Emma's eager eyes. She took a moment to admire the girl's figure before moving away and leaning in, her face between Regina's legs. Her tongue darted out past her lips and licked Regina's center, making her gasp. With a smile, she slid her tongue inside, then swirled it around her clit, making Regina moan.

"Emma," she gasped, grabbing at the girl's shoulders.

Emma leaned up and whispered in her ear.

"Do you want me to try with my fingers?"

Regina nodded desperately and grasped to pull her closer.

Emma moved up and hovered over Regina's lips as she slipped a finger into her, listening to the girl's moans with each thrust. As she thrust in, she let her lips brush against Regina's.


	12. Chapter 12: Out of Her League

"They weren't kidding," Regina said, after climaxing and catching her breath.

"Huh?"

"About you, in bed."

"Oh."

Emma was blushing, but even though she was embarrassed, she didn't pull away. Her lips hovered over Regina's, something magnetic holding them close as their bodies stayed pressed together.

"Are you sure that was okay?" Emma asked, wanting to confirm she'd done all right by her beautiful tutor.

In a way, she was intimidated by Regina - her brains, her beauty - and found herself unable to calm her nerves. Even now, as the young woman lay naked in her arms, she felt the strange pull of anxiety choking her and threatening to make her voice shake. _So out of my league, _she'd been thinking to herself, unable to stop the thoughts from taking her over her mind. _I'm too stupid for her._

"It was... It was great, Emma." When the girl bit her lip and didn't say anything, Regina smiled and said, "It's sexy when you do that."

"Do what?" Emma asked, startled by the comment.

"When you bite your lip like that."

"You really think it's sexy?"

"Yeah, I do."

"I'm glad," Emma said, "because I feel like an idiot right now."

"What? Why?"

"Because you're... You're..."

"I'm what?"

Regina started to sit up, her brow furrowed, covered in small beads of sweat from their previous... 'adventure.'

"You're just too good for me, and I feel bad. I feel like I wasted your time."

"What are you talking about, Emma?"

"I'm an dunce, Regina. My brain is a pile of mush, I can barely pass my classes... and you're gorgeous, and intelligent, and articulate, and-"

"Stop. You're not a dunce," Regina countered. Then, nervously, she said, "Come here."

Regina laid back against the pillow, gently pulling Emma with her, keeping their bodies pressed together. At first, Emma's muscles were tensed - unsure - and she resisted, but when Regina didn't let go, she relaxed into the position.

"I feel like my ADHD owns me, 'Gina. I feel like I can't accomplish anything," Emma confessed. "Without you, I mean. With your help, I could pass anything. You're brilliant."

"You did the work on your own, Emma. I just told you what was working and what wasn't, and helped you learn the concepts you struggled with. The effort was all yours, as was the outcome of your hard work. You deserve the grades you've been getting on these assignments. You've worked hard."

"Let's not talk about school," Emma sighed, shutting her eyes.

Before she could catch herself, she was yawning. When Regina saw this, she giggled. As soon as she heard the noise, she let out a little gasp, and her hand covered her own mouth.

"Sorry," she muttered. "It's just a little funny. You should sleep, though. I have class in the morning, anyway. I should get going."

As Regina started to shift and sit up, Emma froze and didn't move out of the way.

"Wait," Emma said, grasping for the words. "You could... You could stay, you know..."

"What?"

"You could stay with me tonight."

Regina's eyes widened, but she relaxed back against the pillows.

"Actually," she said, "that would be kind of nice."

When Emma seemed as though she was going to stay stuck in her position, Regina gently tugged her down and threaded her fingers through the girl's blonde hair.

"Rest, then," Regina offered, stroking Emma's hair.

With slight reluctance, Emma eased herself against Regina and let her head rest on the girl's shoulder.

Regina woke in the middle of the night to the sound of Emma snoring softly in her ear. As she started to fall back to sleep, she thought about their encounter and found herself blushing and her face growing warm. She shut her eyes and imagined Emma's fingers moving in an out of her, and the heat spread between her legs, until her brow was once more covered in sweat.

"Emma?" she finally whispered.

When Emma jerked awake, Regina was startled, but she kept her arms wrapped around the blonde and held her close.

"What?" Emma gasped. "What's up? Are you okay? Should I get off?"

Emma tried to roll away, but Regina tightened her grip.

"No, I'm fine. I just... Emma..."

"What, hun? What's going on?"

"Will you do it again?"

The two blushed in unison as Emma, comprehending the request, mustered all of her bravery to lean in and kiss the girl's tender lips.

"If you want."

They made love again (and again), until Regina was exhausted.

"Was that okay?" Emma asked again, looking nervous once more.

"Emma," Regina whispered softly. "Shh."

Their bodies curled together as they fell asleep, both of them breathing heavily as the pace of their heartbeats slowed.

That morning, Emma woke first and managed to get out of bed without waking the sleeping beauty resting beneath her. Emma showered quickly, knowing they had little time to get ready and have breakfast before Regina's class. When she was done, she woke the girl by gently shaking her shoulder.

"Huh? Oh, shit. I gotta go get my stuff."

"No, wait. I have an extra toothbrush. Wear some of my clothes."

"What? Are you sure?"

"Yeah, of course. I have some nicer stuff you might like. I know this might surprise you, but I own more than T-shirts."

With a grin, Emma went through her closet and found a few button-up shirts which she held up on display for Regina to choose from. The brunette decided on a blue one and hurried to the shower. Once they were both finished getting ready, Emma looked the girl over and smiled.

"You look beautiful. You should keep that."

"Thank you. I couldn't take your stuff, though."

"No, really. It looks better on you."

"I seriously doubt that."

"Come on," Emma said. "Let's go. We should get some breakfast before you have to get to class."

After breakfast, Emma walked the beautiful girl to her classroom. Outside the door, she stood awkwardly in front of Regina and bit her lip.

"Don't do that," Regina laughed quietly. "You're going to turn me on."

With a blush, Emma said, "Have a good class, okay? I'll see you later?"

"Sure."

Emma wasn't sure whether to kiss the girl or not. What did Regina want, anyway? Something about the girl pulled her closer, captivated her and held her in an iron vice, binding them together. As Regina disappeared into the classroom, Emma found herself wishing for the kiss she hadn't given.


End file.
